EXHIBIT 10.2
PARTIAL TERMINATION OF AND FIRST AMENDMENT TO
AMENDED AND RESTATED MASTER LEASE AGREEMENT
(LEASE NO. 1)
THIS PARTIAL TERMINATION OF AND FIRST AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1) (this “Amendment”) is made and entered into as of October 1, 2009 by and among each of the parties identified on the signature pages hereof as a landlord (collectively, “Landlord”) and FIVE STAR QUALITY CARE TRUST, a Maryland business trust (“Tenant”).
W I T N E S S E T H:
WHEREAS, pursuant to the terms of that certain Amended and Restated Master Lease Agreement (Lease No. 1), dated as of August 4, 2009 (“Amended Lease No. 1”), Landlord leases to Tenant, and Tenant leases from Landlord, the Leased Property (as such term is defined in Amended Lease No. 1), all as more particularly described in Amended Lease No. 1; and
WHEREAS, on or about the date hereof, SPTIHS Properties Trust has sold a portion of the Leased Property consisting of the real property and related improvements located at 34 Northcrest Drive, Council Bluffs, Iowa, all as more particularly described on Exhibit A-19 to Amended Lease No. 1 (the “Council Bluffs Property”); and
WHEREAS, SPTIHS Properties Trust, the other entities comprising Landlord and Tenant wish to amend Amended Lease No. 1 to terminate Amended Lease No. 1 with respect to the Council Bluffs Property;
NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree that, effective as of the date hereof, Amended Lease No. 1 is hereby amended as follows:
1. Capitalized Terms. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Amended Lease No. 1.
2. Partial Termination of Lease. Amended Lease No. 1 is terminated with respect to the Council Bluffs Property and neither Landlord nor Tenant shall have any further
rights or liabilities thereunder with respect to the Council Bluffs Property from and after the date hereof, except those rights and liabilities which by their terms survive termination of Amended Lease No. 1.
3. Definition of Minimum Rent. The defined term “Minimum Rent” set forth in Section 1.68 of Amended Lease No. 1 is hereby deleted in its entirety and replaced with the following:
“Minimum Rent” shall mean the sum of Forty-Four Million One Hundred Sixty-Four Thousand Forty-Four and 28/100s Dollars ($44,164,044.28) per annum.
4. Schedule 1. Schedule 1 to Amended Lease No. 1 is hereby deleted in its entirety and replaced with Schedule 1 attached hereto.
5. Exhibit A. Exhibit A to Amended Lease No. 1 is hereby amended by deleting Exhibit A-19 attached thereto in its entirety and replacing it with the following “Intentionally Deleted.”
6. Ratification. As amended hereby, Amended Lease No. 1 is hereby ratified and confirmed.
[Signature Page Follows.]
2
IN WITNESS WHEREOF, the parties have executed this Amendment as a sealed instrument as of the date above first written.
| LANDLORD: | |
|
| |
| SNH SOMERFORD PROPERTIES TRUST | |
|
| |
|
| |
| By: | /s/ David J. Hegarty |
|
| David J. Hegarty |
|
| President |
|
| |
|
| |
| SPTMNR PROPERTIES TRUST | |
|
| |
|
| |
| By: | /s/ David J. Hegarty |
|
| David J. Hegarty |
|
| President |
|
| |
|
| |
| SNH/LTA PROPERTIES TRUST | |
|
| |
|
| |
| By: | /s/ David J. Hegarty |
|
| David J. Hegarty |
|
| President |
|
| |
|
| |
| SPTIHS PROPERTIES TRUST | |
|
| |
|
| |
| By: | /s/ David J. Hegarty |
|
| David J. Hegarty |
|
| President |
|
| |
|
| |
| SNH CHS PROPERTIES TRUST | |
|
| |
|
| |
| By: | /s/ David J. Hegarty |
|
| David J. Hegarty |
|
| President |
3
| SNH/LTA PROPERTIES GA LLC | |
|
| |
|
| |
| By: | /s/ David J. Hegarty |
|
| David J. Hegarty |
|
| President |
|
| |
|
| |
| TENANT: | |
|
| |
| FIVE STAR QUALITY CARE TRUST | |
|
| |
|
| |
| By: | /s/ Francis R. Murphy III |
|
| Francis R. Murphy III |
|
| Treasurer |
4
SCHEDULE 1
PROPERTY-SPECIFIC INFORMATION
Exhibit |
| Property Address |
| Base Gross |
| Base Gross |
| Commencement |
| Interest Rate |
A-1 |
| La Mesa Healthcare Center |
| 2005 |
| $6,333,157 |
| 12/31/2001 |
| 10% |
A-2 |
| SunQuest Village of Yuma |
| 2005 |
| $543,595 |
| 12/31/2001 |
| 10% |
A-3 |
| Somerford Place - Encinitas |
| 2009 |
| N/A |
| 03/31/2008 |
| 8% |
A-4 |
| Somerford Place - Fresno |
| 2009 |
| N/A |
| 03/31/2008 |
| 8% |
A-5 |
| Lancaster Healthcare Center |
| 2005 |
| $6,698,648 |
| 12/31/2001 |
| 10% |
A-6 |
| Somerford Place - Redlands |
| 2009 |
| N/A |
| 03/31/2008 |
| 8% |
A-7 |
| Somerford Place - Roseville |
| 2009 |
| N/A |
| 03/31/2008 |
| 8% |
A-8 |
| Leisure Pointe |
| 2007 |
| $1,936,220 |
| 09/01/2006 |
| 8.25% |
A-9 |
| Van Nuys Health Care Center |
| 2005 |
| $3,626,353 |
| 12/31/2001 |
| 10% |
A-10 |
| Mantey Heights Rehabilitation & Care Center |
| 2005 |
| $5,564,949 |
| 12/31/2001 |
| 10% |
A-11 |
| Cherrelyn Healthcare Center |
| 2005 |
| $12,574,200 |
| 12/31/2001 |
| 10% |
Exhibit |
| Property Address |
| Base Gross |
| Base Gross |
| Commencement |
| Interest Rate |
A-12 |
| Somerford House and Somerford Place - Newark I & II |
| 2009 |
| N/A |
| 03/31/2008 |
| 8% |
A-13 |
| Tuscany Villa Of Naples (aka Buena Vida) |
| 2008 |
| $2,157,675 |
| 09/01/2006 |
| 8.25% |
A-14 |
| College Park Healthcare Center |
| 2005 |
| $4,130,893 |
| 12/31/2001 |
| 10% |
A-15 |
| Morningside of Columbus |
| 2006 |
| $1,381,462 |
| 11/19/2004 |
| 9% |
A-16 |
| Morningside of Dalton |
| 2006 |
| $1,196,357 |
| 11/19/2004 |
| 9% |
A-17 |
| Morningside of Evans |
| 2006 |
| $1,433,421 |
| 11/19/2004 |
| 9% |
A-18 |
| Vacant Land Adjacent to Morningside of Macon |
| 2006 |
| N/A |
| 11/19/2004 |
| 9% |
A-19 |
| Intentionally Deleted. |
|
|
|
|
|
|
|
|
A-20 |
| Union Park Health Services |
| 2005 |
| $4,404,678 |
| 12/31/2001 |
| 10% |
A-21 |
| Park Place |
| 2005 |
| $8,109,512 |
| 12/31/2001 |
| 10% |
A-22 |
| Prairie Ridge Care & Rehabilitation |
| 2005 |
| $3,234,505 |
| 12/31/2001 |
| 10% |
A-23 |
| Ashwood Place |
| 2007 |
| $1,769,726 |
| 09/01/2006 |
| 8.25% |
A-24 |
| Somerford Place - Annapolis |
| 2009 |
| N/A |
| 03/31/2008 |
| 8% |
A-25 |
| Somerford Place - Columbia |
| 2009 |
| N/A |
| 03/31/2008 |
| 8% |
A-26 |
| Somerford Place - Frederick |
| 2009 |
| N/A |
| 03/31/2008 |
| 8% |
Exhibit |
| Property Address |
| Base Gross |
| Base Gross |
| Commencement |
| Interest Rate |
A-27 |
| Somerford Place - Hagerstown |
| 2009 |
| N/A |
| 03/31/2008 |
| 8% |
A-28 |
| The Wellstead of Rogers |
| 2009 |
| N/A |
| 03/01/2008 |
| 8% |
A-29 |
| Arbor View Healthcare & Rehabilitation (aka Beverly Manor) |
| 2005 |
| $4,339,882 |
| 12/31/2001 |
| 10% |
A-30 |
| Hermitage Gardens of Oxford |
| 2007 |
| $1,816,315 |
| 10/01/2006 |
| 8.25% |
A-31 |
| Hermitage Gardens of Southaven |
| 2007 |
| $1,527,068 |
| 10/01/2006 |
| 8.25% |
A-32 |
| Ashland Care Center |
| 2005 |
| $4,513,891 |
| 12/31/2001 |
| 10% |
A-33 |
| Blue Hill Care Center |
| 2005 |
| $2,284,065 |
| 12/31/2001 |
| 10% |
A-34 |
| Central City Care Center |
| 2005 |
| $2,005,732 |
| 12/31/2001 |
| 10% |
A-35 |
| Rose Brook Care Center |
| 2005 |
| $1,862,074 |
| 12/31/2001 |
| 10% |
A-36 |
| Gretna Community Living Center |
| 2005 |
| $3,380,356 |
| 12/31/2001 |
| 10% |
A-37 |
| Sutherland Care Center |
| 2005 |
| $2,537,340 |
| 12/31/2001 |
| 10% |
A-38 |
| Waverly Care Center |
| 2005 |
| $3,066,135 |
| 12/31/2001 |
| 10% |
A-39 |
| Rolling Hills Manor |
| 2006 |
| $1,791,274 |
| 10/31/2005 |
| 9% |
A-40 |
| Ridgepointe |
| 2006 |
| $1,944,499 |
| 10/31/2005 |
| 9% |
A-41 |
| Mount Vernon of South Park |
| 2006 |
| $2,718,057 |
| 10/31/2005 |
| 9% |
A-42 |
| Morningside of Gallatin |
| 2006 |
| $1,343,801 |
| 11/19/2004 |
| 9% |
Exhibit |
| Property Address |
| Base Gross |
| Base Gross |
| Commencement |
| Interest Rate |
A-43 |
| Walking Horse Meadows |
| 2007 |
| $1,471,410 |
| 01/01/2007 |
| 8.25% |
A-44 |
| Morningside of Belmont |
| 2006 |
| $3,131,648 |
| 06/03/2005 |
| 9% |
A-45 |
| Dominion Village at Chesapeake |
| 2005 |
| $1,416,951 |
| 05/30/2003 |
| 10% |
A-46 |
| Dominion Village at Williamsburg |
| 2005 |
| $1,692,753 |
| 05/30/2003 |
| 10% |
A-47 |
| Heartfields at Richmond |
| 2005 |
| $1,917,765 |
| 10/25/2002 |
| 10% |
A-48 |
| Brookfield Rehabilitation and Specialty Care (aka Woodland Healthcare Center) |
| 2005 |
| $13,028,846 |
| 12/31/2001 |
| 10% |
A-49 |
| Meadowmere - Southport Assisted Living |
| 2009 |
| N/A |
| 01/04/2008 |
| 8% |
A-50 |
| Meadowmere - Madison Assisted Living |
| 2009 |
| N/A |
| 01/04/2008 |
| 8% |
A-51 |
| Sunny Hill Health Care Center |
| 2005 |
| $3,237,633 |
| 12/31/2001 |
| 10% |
A-52 |
| Mitchell Manor Senior Living |
| 2009 |
| N/A |
| 01/04/2008 |
| 8% |
A-53 |
| Laramie Care Center |
| 2005 |
| $4,473,949 |
| 12/31/2001 |
| 10% |